10/21/2025 | Press release | Distributed by Public on 10/21/2025 18:19
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (2) | 10/17/2025 | A | 7,831 | (3) | (3) | Common Stock, $0.00001 par value | 7,831 | $ 0 | 7,831 | D | ||||
| Forward Purchase Contract | (4) | (4) | 12/21/2026 | Common Stock, $0.00001 par value | 1,614,152 | 1,614,152 | I | By Starboard Value LP(1) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Feld Peter A 201 E LAS OLAS BOULEVARD, SUITE 1000 FORT LAUDERDALE, FL 33301 |
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| /s/ Lindsey Cara, Attorney-in-Fact for Peter A. Feld | 10/21/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (2) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. |
| (3) | The RSUs vest as to 1/3 of the total shares annually on each of October 17, 2026, October 17, 2027, and October 17, 2028, subject to the continuing service of the Reporting Person on each vesting date. |
| (4) | One of the Starboard Accounts has entered into forward purchase contracts with Nomura Global Financial Products Inc. as the counterparty providing for the purchase of an aggregate of 1,614,152 shares of the Issuer's Common Stock having an aggregate purchase price of $69,096,198 (the "Forward Contracts"). The Forward Contracts have a final valuation date of December 21, 2026, however, the Starboard Account has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement date, none of the Forward Contracts give the Starboard Account voting and dispositive control over the shares to which such contracts relate. |